Creative Artist Agreement

CREATIVE ARTIST AGREEMENT

This Creative Artist Agreement ("Agreement") is made effective as of by and between:

WHEREAS

WHEREAS, Client desires to engage Artist to provide certain creative services described herein, and Artist has the skill, experience and ability to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the commissioned work, including payment, delivery, and ownership or license of intellectual property;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Artist shall provide the creative services and deliverables as described below. The description must be sufficiently detailed to permit assessment of completion, and may include milestones, formats, and acceptance criteria.

2. Payment Terms

Client agrees to pay Artist the fees and expenses set forth below in consideration for the services and deliverables.

3. Term and Termination

The term of this Agreement and the parties' obligations are as follows.

Commencement Date:    Termination Date (if any):

Either party may terminate for material breach if the breach is not cured within the notice period above. Upon termination for any reason, Client will pay Artist for all authorized work performed and reasonable costs incurred through the date of termination, subject to any rights of set-off for uncorrected nonconforming work.

4. Confidentiality

Each party may disclose Confidential Information to the other in connection with the performance of this Agreement. "Confidential Information" means non-public business, technical and creative information, but does not include information that is or becomes publicly available through no breach, was lawfully in the receiving party's possession without restriction prior to disclosure, or is rightfully obtained from a third party without breach.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, shall not use Confidential Information except to perform under this Agreement, and shall not disclose it to third parties except to those employees or contractors who have a need to know and who are bound to confidentiality obligations no less protective than this clause. These confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

5. Intellectual Property

Artist represents and warrants that all Work Product will be original to Artist and will not infringe third-party rights. For purposes of this Agreement, "Work Product" means the deliverables and any creative materials produced by Artist specifically for Client under this Agreement.

Select one option regarding ownership/license of Work Product (check exactly one):

If the parties select assignment, Artist agrees to execute and deliver any documents reasonably required to perfect Client's rights. If a license is granted, it shall include the right to reproduce, distribute, publicly display, and create derivative works, limited to the scope and term specified above.

6. Representations, Warranties & Indemnification

Each party represents that it has the power and authority to enter into this Agreement. Artist represents and warrants that the Work Product will be original and will not infringe any copyright, trademark, privacy, publicity, or other proprietary right of any third party.

Artist shall indemnify, defend and hold harmless Client from and against any third-party claims arising from breach of the foregoing warranty, negligent acts, or willful misconduct by Artist. Client shall indemnify Artist for claims arising from Client-provided materials or directions that infringe third-party rights.

7. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees actually paid by Client to Artist under this Agreement during the twelve (12) months preceding the claim.

8. Governing Law

This Agreement will be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree that any dispute shall be resolved in the state or federal courts located in the named jurisdiction, unless the parties mutually agree to alternative dispute resolution in writing.

9. Entire Agreement; Amendment

This Agreement, together with all schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. Any amendment or modification must be in writing and signed by both parties.

10. Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in interest. Notices shall be delivered to the addresses set forth above or to such other address as a party may designate in writing.

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